1 EXHIBIT 8.6 SECURITY AGREEMENT AND FINANCING STATEMENT (Debtor: MegaWorld, Inc.) THIS AGREEMENT, made and entered into effective the 11th day of November, 1998, by and between MEGAWORLD, INC. ("Debtor" herein), a Delaware corporation, whose address...Security Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 6.6 LEASE AGREEMENT This Lease made as of this 10th day of February, 1998, between Stolthaven Houston Inc., a Connecticut Corporation, hereinafter referred to as "Landlord" and Total Building Systems, Inc., a Texas Corporation, hereinafter...Lease Agreement • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 6.21 PRIVILEGED AND CONFIDENTIAL TERMINATION AGREEMENT THIS Termination Agreement is entered into by and between MegaWorld, Inc., a Delaware Corporation ("MegaWorld") and Kenneth Miller, d/b/a Global Marketing Group, Ltd. who together make...Termination Agreement • June 19th, 2000 • Megaworld Inc • Services-business services, nec
WITNESSETH:Loan Agreement • March 3rd, 2000 • Megaworld Inc
RECITALS:Common Stock Purchase Agreement • June 19th, 2000 • Megaworld Inc • Services-business services, nec • Delaware
EXHIBIT 6.20 SUN microsystems SUN MICROSYSTEMS FINANCE MASTER LEASE AGREEMENT Master Lease # SL7083471 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, subject to the following terms of this Master Lease Agreement ("Master...Master Lease Agreement • June 19th, 2000 • Megaworld Inc • Services-business services, nec
1 EXHIBIT 8.10 ASSUMPTION AGREEMENT THIS AGREEMENT, made and entered into as of the 11th day of November, 1998, by and between TEXAS TBS, INC., a Texas corporation whose address for purposes of this Agreement is 6250 North Houston Rosslyn Road...Assumption Agreement • March 3rd, 2000 • Megaworld Inc
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of June 28, 2000, by and among MEGAWORLD, INC., a Delaware corporation (the "Company"), and the undersigned (the "Holder").Registration Rights Agreement • August 15th, 2000 • Megaworld Inc • Services-business services, nec • Delaware
RECITALSEmployment Agreement • March 3rd, 2000 • Megaworld Inc • Texas
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 6.15 MegaWorld Inc. GENERAL TERMS AND CONDITIONS FOR CUSTOMER AGREEMENTS This agreement is made as of October 19th, 1999, by and between MEGAWORLD, INC. ("MEGW"), a Delaware corporation with offices at 6250 N. Houston Rosslyn Rd., Houston,...Megaworld Inc • March 3rd, 2000 • New York
1 EXHIBIT 6.10 EMPLOYMENT AGREEMENT THIS AGREEMENT is made the 1st day of March, 1998. BETWEEN: 1. MegaWorld, Inc., Delaware Corporation, having its principal registered offices located at, 2nd Floor, 430 Park Avenue, New York, New York 10022, U.S.A....Employment Agreement • March 3rd, 2000 • Megaworld Inc
AGREEMENTAgreement • March 3rd, 2000 • Megaworld Inc • New York
1 EXHIBIT 6.23 PRIVILEGED AND CONFIDENTIAL MUTUAL RELEASE, WAIVER AND SETTLEMENT AGREEMENT THIS Mutual Release, Waiver and Settlement Agreement (the "Settlement Agreement") is entered into by and between MegaWorld, Inc., a Delaware corporation,...And Settlement Agreement • June 19th, 2000 • Megaworld Inc • Services-business services, nec
1 EXHIBIT 10.3 GUARANTY AGREEMENT WHEREAS, the execution of this Guaranty Agreement is a condition to COMPASS BANK, a bank organized and existing under the laws of the State of Alabama ("Lender"), agreeing to enter into that certain Settlement and...Guaranty Agreement • June 19th, 2000 • Megaworld Inc • Services-business services, nec • Texas
1 EXHIBIT 8.7 CONTINUING AND UNCONDITIONAL GUARANTY AGREEMENT (GUARANTOR: TEXAS TBS, INC.) THIS AGREEMENT, made and entered into effective the 11th day of November, 1998, by and between TEXAS TBS, INC. (together "Guarantor" herein), whose address is...Continuing and Unconditional Guaranty Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 8.9 INDEMNIFICATION AGREEMENT THIS AGREEMENT, made and entered into as of the 11th day of November, 1998, by and between TEXAS TBS, INC., a Texas corporation whose address for purposes of this Agreement is 6250 North Houston Rosslyn Road...Indemnification Agreement • March 3rd, 2000 • Megaworld Inc
RECITALSSettlement and Deficiency Agreement • June 19th, 2000 • Megaworld Inc • Services-business services, nec • Texas
1 EXHIBIT 6.13 TENANCY AGREEMENT Art. 1 - Messrs. Parodi Vinicio with a share equal to 50%; Signora Falabeni Renzina with a share equal to 28%, Parodi Valerio with a share equal to 22% rent to Castello Ratti Enterprises domiciled in New York with the...Tenancy Agreement • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 6.11 AGREEMENT AND CONTRACT AGREEMENT made as of this 22nd day of June, 1998, between MegaWorld Leisure, Inc., 430 Park Avenue, New York, N.Y. 10022 (the Company) and Mr. Kenneth Miller, d/b/a Global Marketing Group, Ltd. (GMG), 119 West...Agreement and Contract • March 3rd, 2000 • Megaworld Inc • New York
1 EXHIBIT 6.14 GENERAL TERMS AND CONDITIONS FOR CUSTOMER AGREEMENTS This agreement is made as of November 1st, 1999, by and between MEGAWORLD, INC. ("MEGW"), a Delaware corporation with offices at 6250 N. Houston Rosslyn Rd., Houston, TX 77091, USA,...Agreement • March 3rd, 2000 • Megaworld Inc • New York
PLAN OF MERGERPlan of Merger • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 8.1 ACQUISITION / MERGER AGREEMENT THIS AGREEMENT, made and entered into as of the 11th day of November, 1998, by and between MEGAWORLD, INC. ("MegaWorld" herein), a Delaware corporation whose address for purposes of this Agreement is 430...Acquisition / Merger Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 8.5 SECURITY AGREEMENT AND FINANCING STATEMENT (Debtor: Texas TBS, Inc.) THIS AGREEMENT, made and entered into effective the 11th day of November, 1998, by and between TEXAS TBS, INC. ("Debtor" herein), a Delaware corporation, whose address...Security Agreement and Financing • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 10.1 [MACHINERY ACQUISITIONS INTERNATIONAL, INC.] May 19, 2000 Total Building Systems, Inc. 6250 N. Houston Rosslyn Road Houston, Texas 77091 Attention: Charlie McPhail, President Dear Mr. McPhail: This letter will confirm our agreement for...Megaworld Inc • June 15th, 2000 • Services-business services, nec
1 EXHIBIT 10.3 GUARANTY AGREEMENT WHEREAS, the execution of this Guaranty Agreement is a condition to COMPASS BANK, a bank organized and existing under the laws of the State of Alabama ("Lender"), agreeing to enter into that certain Settlement and...Guaranty Agreement • June 15th, 2000 • Megaworld Inc • Services-business services, nec • Texas
TERM PROMISSORY NOTE (FIXED RATE)Megaworld Inc • March 3rd, 2000 • Texas
